Add §301-a, CPLR; amd §1301, BC L; amd §18, Gen Assoc L; amd §802, Lim Lil L; amd §1301, N-CP L; amd
§§121-902 & 121-1502, Partn L
Provides that a foreign corporation's application for authority to do business in this state constitutes consent to jurisdiction of the courts of this state and a surrender of such application constitutes withdrawal of such consent.
STATE OF NEW YORK
________________________________________________________________________
5889
2017-2018 Regular Sessions
IN SENATE
May 4, 2017
___________
Introduced by Sen. BONACIC -- (at request of the Office of Court Admin-
istration) -- read twice and ordered printed, and when printed to be
committed to the Committee on Judiciary
AN ACT to amend the civil practice law and rules, the business corpo-
ration law, the general associations law, the limited liability compa-
ny law, the not-for-profit corporation law and the partnership law, in
relation to consent to jurisdiction by foreign business organizations
authorized to do business in New York
The People of the State of New York, represented in Senate and Assem-bly, do enact as follows:
1 Section 1. The civil practice law and rules is amended by adding a new
2 section 301-a to read as follows:
3 § 301-a. Termination of consent to jurisdiction in certain cases.
4 Where a business organization registered, authorized or designated to do
5 business in this state surrenders, withdraws or otherwise revokes its
6 registration, authorization or certificate of designation, its consent
7 to jurisdiction terminates on the date of such surrender, withdrawal or
8 revocation.
9 § 2. Section 1301 of the business corporation law is amended by adding
10 a new paragraph (e) to read as follows:
11 (e) A foreign corporation's application for authority to do business
12 in this state, whenever filed, constitutes consent to the jurisdiction
13 of the courts of this state for all actions against such corporation. A
14 surrender of such application shall constitute a withdrawal of consent
15 to jurisdiction.
16 § 3. Section 18 of the general associations law is amended by adding a
17 new subdivision 5 to read as follows:
18 5. An association's certificate of designation prescribed by this
19 section, whenever filed, constitutes consent to the jurisdiction of the
20 courts of this state for all actions against such association. A revoca-
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD06510-01-7
S. 5889 2
1 tion of such designation shall constitute a withdrawal of consent to
2 jurisdiction.
3 § 4. Section 802 of the limited liability company law is amended by
4 adding a new subdivision (c) to read as follows:
5 (c) A foreign limited liability company's application for authority to
6 do business in this state, whenever filed, constitutes consent to the
7 jurisdiction of the courts of this state for all actions against such
8 limited liability company. A surrender of such application shall consti-
9 tute a withdrawal of consent to jurisdiction.
10 § 5. Section 1301 of the not-for-profit corporation law is amended by
11 adding a new paragraph (e) to read as follows:
12 (e) A foreign corporation's application for authority to conduct
13 activities in this state, whenever filed, constitutes consent to the
14 jurisdiction of the courts of this state for all actions against such
15 corporation unless such corporation is exempt from any law requiring it
16 to designate the secretary of state as agent of the corporation upon
17 whom process against it may be served and it has made no such desig-
18 nation. A surrender of such application shall constitute a withdrawal of
19 consent to jurisdiction.
20 § 6. Section 121-902 of the partnership law is amended by adding a new
21 subdivision (e) to read as follows:
22 (e) A foreign limited partnership's application for authority to do
23 business in this state, whenever filed, constitutes consent to the
24 jurisdiction of the courts of this state for all actions against such
25 foreign limited partnership. A surrender of such application shall
26 constitute a withdrawal of consent to jurisdiction.
27 § 7. Section 121-1502 of the partnership law is amended by adding a
28 new subdivision (r) to read as follows:
29 (r) A foreign limited liability partnership's notice to carry on or
30 conduct or transact business or activities as a New York registered
31 foreign limited liability partnership in this state, whenever filed,
32 constitutes consent to the jurisdiction of the courts of this state for
33 all actions against such foreign limited liability partnership. A with-
34 drawal of such notice shall constitute a withdrawal of consent to juris-
35 diction.
36 § 8. This act shall take effect on the first of January next succeed-
37 ing the date on which it shall have become a law.
